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Re: News Releases - Monday, September 14, 2009
First Majestic to Acquire Normabec Mining Resources
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VANCOUVER, September 14, 2009 - First Majestic Silver Corp. ("First
Majestic") (TSX: FR) and Normabec Mining Resources Ltd. ("Normabec")
(TSX-V: NMB) have entered into a definitive agreement (the "Agreement")
whereby First Majestic will acquire Normabec. The transaction will be
an all-share transaction by way of plan of arrangement (the
"Arrangement").
The Agreement, among other things provides that First Majestic will
acquire Normabec in exchange for the issuance directly to Normabec's
shareholders of 0.060425 First Majestic shares for each Normabec common
share outstanding (the "Exchange Ratio"). In addition to Normabec's
current shareholders receiving shares in First Majestic, they will also
receive shares in a newly formed public company ("NEWCO") which will
hold Normabec's interest in the Pitt Gold Property (and all other
Quebec mineral interests currently held by Normabec) which will
continue to be managed by the existing Normabec management. Subsequent
to the completion of the Arrangement, First Majestic will invest, via a
private placement, C$300,000 in this public company which will
represent approximately 10% of NEWCO.
The Agreement implies a value for each Normabec share of C$0.1806
(C$0.1406 in First Majestic shares and C$0.04 in NEWCO shares) and
represents a premium of 47.7% to Normabec shareholders based on the
average prices of First Majestic's and Normabec's common shares for the
20 trading days ended September 11, 2009. Normabec has approximately
75.3 million shares issued and outstanding.
Normabec's primary asset is the Real de Catorce Silver Project which is
located in the northern portion of San Lu�s Potos� state, Mexico. The
property consists of approximately 6326 hectares of mineral rights
which contains a drilled NI 43-101 compliant resource of 33.69 million
Measured & Indicated silver ounces plus 13.10 million Inferred silver
ounces.
Keith Neumeyer, President & CEO of First Majestic stated "We are
continually looking for ways to expand our business including potential
acquisitions. Based on our due diligence we believe the Real de Catorce
Silver Project is an excellent strategic fit and has the potential to
become another important asset for our company. We believe this
transaction will also substantially benefit Normabec shareholders by
not only allowing them to participate in our future upside, but also
allowing them to retain 100% of the growth potential of the Pitt Gold
Project in Quebec."
Robert Ayotte, CEO and President of Normabec stated; "Our strategic
approach has always been to speed-up the development of the tremendous
Real de Catorce Silver District. By this agreement we feel that our
shareholders will participate not only in the development of this key
asset but also in other divisions of First Majestic in production.
Their talented technical and mining team have been a key factor for
this association."
The proposed Arrangement has the unanimous support of the boards of
directors of both Normabec and First Majestic and the Normabec board of
directors has resolved to recommend that the Normabec shareholders vote
in favour of the Arrangement at the special meeting. Lockup and support
agreements have been signed by each officer and director and the
largest shareholder of Normabec to support the Arrangement. An
information circular is expected to be mailed to all shareholders by no
later than mid-October and the proposed Arrangement is expected to
close in early November. The Agreement includes representations,
warranties and covenants typical of a transaction of this nature. The
proposed Arrangement is subject to the approval of at least 66 2/3% of
the votes of Normabec shareholders represented in person or by proxy at
a special meeting of Normabec shareholders and the approvals of the
Quebec Superior Court and other appropriate regulatory authorities and
certain other conditions customary for transactions of this nature. A
break-up fee of $350,000 is payable by either party in the event the
Agreement is terminated in certain circumstances, including in
connection with Normabec entering into a superior transaction.
First Majestic has engaged Gryphon Partners as its financial advisor
and McCullough O'Connor Irwin LLP as its Canadian legal advisor.
Normabec has engaged Haywood Securities Inc. as its financial advisor
and Miller Thomson LLP as its Canadian legal advisor. Haywood
Securities Inc. has provided an opinion to the board of directors of
Normabec that, subject to Haywood Securities' assumptions and
limitations and its review and analysis of current market conditions,
the consideration to be received by the shareholders of Normabec, other
than First Majestic and its affiliates or associates, pursuant to the
Agreement is fair, from a financial point of view.
About First Majestic
First Majestic is a producing silver company focused in Mexico and is
aggressively pursuing its business plan to become a senior silver
producer through the development of its existing assets and the pursuit
through acquisition of additional assets that contribute to achieving
its corporate growth objectives. Presently First Majestic owns three
operating silver mines in Mexico, the La Encantada, the La Parrilla,
and the San Martin Silver Mines, as well as a project undergoing
pre-feasibility known as the Del Toro Silver Mine. In 2009, First
Majestic expects to produce approximately five million ounces of silver
eqv. from its Mexican silver mines.
About Normabec
Normabec is a junior mining exploration company with a portfolio of
advanced exploration projects including: the 100% owned Pitt Gold
Project in Quebec and the 100% owned Real de Catorce Silver Project in
Mexico.
Contact
TEL: 450-441-9177
Robert Ayotte, President & CEO
Normabec Mining Resources Ltd.
EMAIL: info@normabec.com
WEBSITE: http://www.normabec.com
TEL: 604-688-3033
Keith Neumeyer, President & CEO
First Majestic Silver Corp.
EMAIL: info@firstmajestic.com
WEBSITE: http://www.firstmajestic.com
This press release includes certain "Forward-Looking Statements" within
the meaning of section 21E of the United States Securities Exchange Act
of 1934, as amended. All statements, other than statements of
historical fact, included herein, including without limitation,
statements regarding potential mineralization and reserves, exploration
results and future plans and objectives of First Majestic Silver Corp.
are forward-looking statements that involve various risks and
uncertainties. There can be no assurance that such statements will
prove to be accurate and actual results and future events could differ
materially from those anticipated in such statements.
The securities issuable under the Arrangement have not been and will
not be registered under the United States Securities Act of 1933, as
amended, or the securities laws of any state, and are expected to be
issued pursuant to exemptions from such registration requirements.
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Copyright (c) 2009 FIRST MAJESTIC SILVER CORP. (TSXV-FR) All rights
reserved. For more information visit our website at
http://www.firstmajestic.com/ or send mailto:investor@firstmajestic.com
Message sent on Tue Sep 15, 2009 at 5:11:25 AM Pacific Time
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VanEck Vectors Global Alternative Energy ETF
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PRODUCTEUR |
CODE : FR.TO |
ISIN : CA32076R1029 |
CUSIP : 32076R1029 |
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ProfilIndicateurs de MarchéVALEUR : Projets & res.Communiqués de PresseRapport annuelRISQUE : Profile actifsContactez la cie |
First Majestic est une société de production minière d'argent basée au Canada. First Majestic est productrice d'argent, d'or, de plomb et de zinc au Mexique, et détient divers projets d'exploration au Canada et au Mexique. Ses principaux projets en production sont LA PARRILLA SILVER MINE, LA ENCANTADA (FIRST MAJESTIC SILVER), SAN MARTIN et LA ENCANTADA SILVER MINE au Mexique et ses principaux projets en exploration sont REAL DE CATORCE, DEL TORO et CUITABOCA au Mexique et PITT ISLAND, PINCOURT, DOMPIERRE et DESJARDINS au Canada. First Majestic est cotée au Canada, aux Etats-Unis D'Amerique et en Allemagne. Sa capitalisation boursière aujourd'hui est 465,4 millions (340,6 millions US$, 313,9 millions €). La valeur de son action a atteint son plus bas niveau récent le 02 novembre 2001 à 0,01 , et son plus haut niveau récent le 17 mai 2024 à 9,99 . First Majestic possède 47 442 200 actions en circulation. |